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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UBIQUITOUS LIMITED
CONTENTS
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UBIQUITOUS LIMITED
COMPANY INFORMATION
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UBIQUITOUS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
Ubiquitous Limited, henceforth referred to as the 'Company', is the UK’s leading taxi advertising company and has been for more than 10 years. The 'home of intelligent taxi advertising', the Company is renowned in the advertising industry for working alongside their clientele and delivering cost-effective and market-engaging taxi advertising solutions that combine media insight with creative ideas and innovation.
Leading the way by putting taxi advertising on Route, the Out-of-Home advertising industry’s audience measurement platform, the Company continues to hold the greatest national footprint of any taxi advertising company in the UK. The Company operates both in London and in more than 20 key cities outside of the capital enabling its clientele to reach their brand's target audience across the UK through the Company's regional operation centres.
The principal activity of the Company, during the year under review, continued to be the provision of advertising solutions.
Taxis are a unique outdoor advertising format; always on the move, reaching new people every day both in busy city centres as well as in quiet residential streets where there is simply no other form of outdoor media. The ubiquity of taxi advertising places brands in front of an audience that is becoming increasingly both time-poor and demographically attractive. The sole director, as of the date this report was approved for distribution, is of the opinion based on both internally and externally performed market research that taxi advertising continues to be a principal driver of brand awareness. Customers continue to view taxi advertising as an engaging format with which brands can drive sales. The director intends to support the continued development of the business through exploiting market research data, advances in technology and market promotion. The results of the Company for the year ended 31 December 2024 show a pre-tax profit of £2,597,849 (2023: £2,267,995) based on turnover of £15,417,455 (2023: £14,396,319).
Execution of the Company's strategy and the resulting operating performance of the Company are influenced by a number of risk factors, some of which are out of the control of Company management.
Overall responsibility for the Company's systems of internal control and risk management and for reviewing their overall effectiveness is held by the director of the Company who applies an adaptive approach in identifying and mitigating such risks and taking appropriate steps to implement changes as appropriate. In the opinion of the director who served during the period up to the date this report was approved, the key business risks and uncertainties affecting the Company are considered to relate, in no particular order of rank, to the following:
Competition from alternative formats of advertising in the Out-of-Home advertising market, such as billboards and video displays. The risk of direct competition is managed through market research by better understanding customer needs, tailoring value-added services and forging, as well as maintaining, strong trading relationships.
The Company’s trade is primarily a service business in which the ability of its employees to develop and maintain relationships with its customers and suppliers is imperative to its success. The risks associated with losing key personnel is mitigated through continued monitoring of the levels and structure of remuneration of employees as well as the provision for opportunities for development, training and progression.
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UBIQUITOUS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Given the straightforward and individual nature of the business, the director who served during the period up to the date this report was approved considers turnover, gross and operating profit, net asset position and cash flow as the relevant financial key performance indicators sufficient to ensure an appropriate understanding to the true underlying financial performance and position of the Company.
Details of these financial key performance indicators for the current and preceding financial reporting periods can be found on pages 11 to 13 of the financial statements.
The director who served during the period up to the date this report was approved does not consider, in the context of the market in which the Company trades, that there are any consistent non-financial key performance indicators which would assist in ensuring a sufficient understanding of the Company's underlying performance not already determinable from information available elsewhere.
This report was approved by the board and signed on its behalf.
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UBIQUITOUS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the period ended 31 December 2024.
The director who served during the period was:
The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £2,359,093 (2023 - £2,119,337).
Following the balance sheet date, the sole director has resolved payment of a final dividend to its shareholders of £2,660,000 in respect of the financial performance of the Company up to and including the year ended 31 December 2024.
The commercial environment in which the Company and its group operates remains competitive. However, the director who served during the period up to the date this report was approved are of the opinion that with the established reputation of Ubiquitous in the UK, the Company will be able to maintain and build upon its current market position.
The director of the Company, along with the director and senior management of its Group and ultimate parent undertaking, continue to explore all available opportunities to grow organically through ongoing evaluation of the ever changing market.
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UBIQUITOUS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
There have been no significant events affecting the Company since the year end.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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UBIQUITOUS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED
We have audited the financial statements of Ubiquitous Limited (the 'Company') for the period ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
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UBIQUITOUS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)
The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.
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UBIQUITOUS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error, by designing and performing audit procedures responsive to those risks and obtaining sufficient and appropriate evidence to provide a basis for our opinion. In identifying and assessing risks of material misstatement, we have considered the following:
∙the nature of the industry and sector in which the Company operates;
∙the control environment and business performance of the Company;
∙the organisational structure and management of the group of which the Company is an undertaking of;
∙the Company's accountancy function and the use of third party service organisations as part of it;
∙results of our enquiries of management about their own identification and assessment of the risks of irregularities;
∙any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and detecting and responding to the risks of fraud;
∙whether the director was aware of any instances of noncompliance or of actual, suspected or alleged fraud;
∙the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
∙those matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the following areas:
∙timing of recognition of commercial income; and
∙posting of unusual journals and complex transactions.
As is common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the director and other management (as required by auditing standards).
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UBIQUITOUS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)
The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.
The key laws and regulations we considered in this context included the Company’s ongoing compliance with the UK Companies Act, current UK trading, employment and tax legislation and the following most likely to have such an effect given the nature of the Company's activities: general data privacy and protection, anti-trust compliance and anti-bribery and corruption. We communicated those relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. These limited procedures did not identify actual or suspected non-compliance. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. Auditing standards limit the required audit procedures to identify non-compliance with laws and regulations to enquiry of the director and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. In addition, as with any audit, the risk of non-detection of a material misstatement resulting from fraud is greater than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance. We identified the recognition of commercial income and the risk of management override as key audit matters related to the potential risk of fraud. In response to those key audit matters, our procedures included: In regards to the recognition of commercial income:
∙discussion of the revenue recognition policy with management and performance of system walkthroughs to re-confirm our understanding of the revenue recognition process;
∙testing whether amounts recognised were accurate and recorded in the correct period; and
∙assessing that the accounting entries have been recorded in accordance with Section 23 of FRS 102.
In regards to the risk of management override:
∙testing the appropriateness of journal entries and other adjustments;
∙assessment of the appropriateness of accounting policies used, the reasonableness of accounting estimates and judgments implemented and whether there is indication of a potential bias; and
∙evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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UBIQUITOUS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBIQUITOUS LIMITED (CONTINUED)
Our audit testing will include testing complete populations of certain transactions and balances, however, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
In addition to the aforementioned, our procedures to respond to risks identified included the following:
∙evaluation of the overall presentation, structure and content of the financial statements and whether the financial statements represent the underlying transactions and events in a manner that achieves a presentation that is true and fair and in accordance with the provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙enquiring of management concerning actual and potential litigation and claims;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙reading minutes of meetings of those charged with governance,
∙reviewing correspondence with HMRC; and
∙concluding on the appropriateness of the director's application of the going concern basis of accounting in preparing the financial statements and, based on the evidence obtained, concluding whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.
Our conclusions in regards to going concern are based on the evidence obtained up to the date of the audit report and may not account for all future events or conditions that may transpire as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Consequently, our conclusions are not a guarantee that the Company will continue in operation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Registered Auditors
124 Finchley Road
NW3 5JS
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UBIQUITOUS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UBIQUITOUS LIMITED
REGISTERED NUMBER: 05265883
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 27 form part of these financial statements.
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UBIQUITOUS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UBIQUITOUS LIMITED
ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Ubiquitous Limited (the "Company") is a private company limited by shares and is incorporated and domiciled in the United Kingdom. The address of the Company's registered office and principal place of business can be found within the Company Information on page 1 of these financial statements.
2.Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all reporting periods presented, unless otherwise stated.
The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the UK Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company and the currency in which the financial statements are presented (the "presentational currency") is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.
The sole director at the time of approving the financial statements, having reviewed the Company's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date, has a reasonable expectation that the Company has, available at its disposal, adequate resources to continue in operational existence for the foreseeable future.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
While there will always remain inherent uncertainty, the director has no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern and therefore considers it both appropriate to continue to adopt the going concern basis in preparing the Company's financial statements and to not recognise any adjustments in the financial statements that would arise if the going concern basis were to become no longer appropriate.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the amount of revenue attributable can be reliably measured with the method by which revenue is recognised dependant upon the inherent nature of the underlying transactions as outlined below: Provision of services under contract • Revenue is recognised over the term of the contract Production of advertising panels • Revenue is recognised on completion of production Operating leases, net of benefits receivable as an incentive for entering into the lease, are charged to profit or loss on a straight line basis over the lease term.
The Company operates a defined contribution pension plan for its employees and makes contributions towards the personal pensions of certain employees.
A defined contribution pension plan is one under which the Company pays fixed contributions to a separate entity. Once the contributions have been paid the Company has no further payment obligations. Contributions payable are recognised as an expense in profit or loss for the reporting period when they fall due. Amounts falling due but not paid are included within other creditors in the balance sheet. The assets of the pension plan are held separately from the Company in independently administered funds.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date in the UK where taxable income is generated by the Company through its business operations. Positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation are periodically evaluated with provisions recognised, where appropriate, on the basis of amounts expected to be payable to the respective tax authorities. Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred tax asset/liability is realised/settled. Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised.
Intangible assets comprise of goodwill in respect of purchased trading contracts.
On initial recognition, goodwill is determined as the difference between amounts paid on acquisition and the fair value of the associated identifiable assets and liabilities. Subsequently, goodwill is measured at cost less accumulated amortisation (measured on a straight-line basis) and impairment losses with any related expenditure previously recognised in profit or loss not recognised as an asset in a subsequent period.
Tangible fixed assets are recognised under the cost model and stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended upon acquisition.
Depreciation is provided on the following basis:
Depreciation of a tangible fixed asset commences once the asset is available for use. The residual value and depreciation basis of tangible fixed assets are reviewed, and adjusted prospectively where deemed appropriate, if there is an indication of a significant change since the last balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised upon the Company becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Company’s obligations are discharged, cancelled or expired. The measurement of specific financial assets, financial liabilities and equity held by the Company is as outlined in notes 2.12 to 2.15 of the financial statements. Equity dividends are recognised upon approval of their issue by the Company's director.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Critical judgments in applying the entity’s accounting policies There are no critical judgments made in applying the entity's accounting policies. Critical accounting estimates and assumptions The estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below: Impairment of trade receivables Provision for accrued expenditure
The whole of the turnover is attributable to the provision of advertising solutions as disclosed in note 2.6 to the financial statements. In the opinion of the sole director at the time of approving these financial statements, the classes of revenue streams provided do not differ substantially.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The director and certain senior employees of the Company are considered to comprise the key management personnel of the Company.
The director of the Company is remunerated by the ultimate parent undertaking, Firefly Systems Inc (see note 21) with any services provided to the Company considered incidental to their main duties at Firefly Systems Inc. Total remuneration payable in respect of short-term and post employee benefits to non-director key management personnel amounted to £565,853 and £nil respectively for the year ended 31 December 2024 (£646,244 and £nil respectively for the year ended 31 December 2023).
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
9.Taxation (continued)
Deferred tax assets of approximately £70,500 in respect of intangible fixed asset differences have not been recognised as part of these financial statements on the grounds that there is insufficient certainty as to whether the Company will generate proceeds in excess of cost on disposal of the respective intangible assets against which said deferred tax assets may be offset.
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UBIQUITOUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 23
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